Nancy Elizabeth Noe
About Nancy Elizabeth Noe
Independent trustee of LXP since 2021 (age 60), currently serving as Chair of the Nominating & ESG Committee. She brings 30+ years of legal experience focused on capital markets, M&A, corporate governance and securities regulation, including as Partner (2001–2021) and Corporate Department Chair (2010–2020) at Paul Hastings LLP; she also serves as Chair of the Board of Trustees of Agnes Scott College. Her profile underscores governance depth and capital markets expertise, aligned with her board leadership role at LXP.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paul Hastings LLP | Partner | Feb 2001 – Feb 2021 | Led capital markets and M&A matters; advised public company boards on governance and securities regulation |
| Paul Hastings LLP | Chair, Corporate Department | Feb 2010 – Feb 2020 | Department leadership; governance and securities regulation expertise elevated to board-level practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agnes Scott College | Chair, Board of Trustees | Current | Non‑profit board leadership; no company charitable contributions to orgs with independent trustee executives in 2024 |
Board Governance
- Committee assignments: Nominating & ESG Committee Chair; designated independent trustee.
- Board activity and attendance: Board held 5 meetings in 2024; each trustee attended ≥75% of Board and relevant committee meetings; all trustees attended the 2024 annual meeting.
- Nominating & ESG Committee held 4 meetings in 2024; remit includes board refreshment, independence reviews, succession planning, ESG oversight.
- Independence and structure: All trustees other than the CEO are independent; all committees are fully independent under NYSE standards; independent Lead Trustee role with robust responsibilities.
- Workload limits and overboarding: Trustees may not serve on more than three other public company boards; no trustee serves on three or more public-company boards.
Fixed Compensation (Director)
| Item | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Noe) | $75,000 | Includes general cash retainer and Nominating & ESG Chair cash retainer under the policy |
| Share awards (Noe) | $120,000 | Paid as vested common shares; portion of quarterly director retainer |
| Total (Noe) | $195,000 | 2024 total director compensation |
| Director retainer policy (2024) | Cash $60,000; Share $120,000; Nominating & ESG Chair $15,000 | Structure applicable to eligible directors |
| Director retainer policy (2025) | Cash $65,000; Share $130,000; Nominating & ESG Chair $20,000 | 2025 adjustments (+$5k cash, +$10k shares, +$5k chair fee) |
Performance Compensation (Director)
| Metric | Disclosure |
|---|---|
| Director performance metrics | None disclosed for non‑employee trustees; equity is delivered as vested common shares per retainer policy (no PSUs/options for directors in 2024). |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in proxy biography for Ms. Noe. |
| Private/non‑profit | Chair, Board of Trustees, Agnes Scott College. |
| Compensation committee interlocks | Company reports no compensation committee interlocks during 2024. |
Expertise & Qualifications
- Legal and governance: 30+ years as a practicing attorney; corporate governance and securities regulation expertise directly relevant to Nominating & ESG leadership.
- Capital markets/M&A: Extensive capital markets transaction expertise and M&A execution experience from law firm leadership roles.
- Board leadership: Chair of Nominating & ESG Committee at LXP and Chair of Agnes Scott College Board.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 46,326 | All shares held in a trust in which Ms. Noe is a trustee and/or beneficiary. |
| Ownership as % of shares outstanding | <1% | “*” indicates less than 1% in the proxy ownership table. |
| Stock ownership guidelines | 5x annual cash retainer within five years of appointment (trustees). | |
| Guideline compliance | Trustees were in compliance, subject to phase‑in periods. | |
| Hedging/pledging | Company policy prohibits pledging and hedging by trustees. |
Governance Assessment
- Strengths: Independent trustee; Chair of Nominating & ESG with four committee meetings in 2024; strong legal/governance and capital markets background; board‑wide attendance ≥75% and full annual meeting attendance; robust anti‑hedging/anti‑pledging policy; ownership guidelines for trustees; no compensation committee interlocks disclosed.
- Alignment signals: Director pay mix includes equity paid in stock; rigorous board independence; say‑on‑pay support remained strong (≈96% in 2024; 5‑year avg 97%), indicating investor confidence in compensation governance.
- Conflicts review: Related‑party transaction policy in place; 2024 charitable contributions did not include any tax‑exempt orgs where an independent trustee is an executive officer—mitigating potential conflicts (relevant given her Agnes Scott role).
- Watch items: Director retainers increased for 2025 (cash, equity, and chair fees), modestly raising fixed board cost; monitor aggregate equity usage as shareholders vote on adding 5,000,000 shares to the 2022 Plan, which would raise overhang from ~1.56% to ~3.25% if approved.
Board Governance (Quantitative Reference)
| Topic | 2024 Activity/Status |
|---|---|
| Board meetings | 5 meetings; each trustee ≥75% attendance; all attended annual meeting. |
| Nominating & ESG meetings | 4 meetings; oversight of ESG+R, independence review, refreshment and succession planning. |
| Independence | All trustees other than CEO independent; all committees fully independent. |
| Overboarding limits | ≤3 other public boards; no trustee serves on 3+ boards. |
Director Compensation Structure Notes
- 2024 non‑employee director pay comprised a general cash retainer, vested common share retainer, and committee chair retainers (Noe as Nominating & ESG Chair), with no meeting fees disclosed; 2025 retainer levels increased across cash, equity, and chair roles.
- No option awards were granted to non‑employee directors in 2024.
Say‑on‑Pay & Shareholder Feedback (Context for Governance Quality)
- 2024 say‑on‑pay received ~96% support; five‑year average support ~97%; LXP reports active shareholder engagement on governance and compensation topics.
Overall, Ms. Noe’s profile—independent status, governance-centric expertise, leadership of the Nominating & ESG Committee, and absence of disclosed conflicts—supports board effectiveness and investor confidence, with standard monitoring warranted on evolving director pay levels and company-wide equity plan dilution.